LEGE no. 137 137 of 28 March 2002 (* updated *) on some measures to speed up privatisation ((updated until 3 November 2011 *)
ISSUER
PARLIAMENT
--------------- *) The updated form of this normative act until November 3, 2011 is carried out by the legal department of S.C. "Territorial Center of Electronic Computing" S.A. Piatra-Neamt by including all the changes and additions made by: EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 ; EMERGENCY ORDINANCE no. 8 8 of 27 February 2003 ; ORDINANCE no. 55 55 of 14 August 2003 ; LAW no. 540 540 of 15 December 2003 ; LAW no. 556 556 of 18 December 2003 ; LAW no. 609 609 of 22 December 2003 ; ORDINANCE no. 36 36 of 29 January 2004 ; LAW no. 149 149 of 11 May 2004 ; EMERGENCY ORDINANCE no. 37 37 of 19 May 2004 ; LAW no. 191 191 of 24 May 2004 ; EMERGENCY ORDINANCE no. 26 26 of 31 March 2005 ; EMERGENCY ORDINANCE no. 26 26 of 29 March 2006 ; LAW no. 190 190 of 27 October 2011 . The content of this act is not an official document, being intended to inform users The Romanian Parliament adopts this law + Chapter I General provisions + Article 1 This law establishes the legal framework for speeding up the privatization process, based on the following principles: a) ensuring transparency of the privatization process; ... b) the sale at the market price resulting from the ratio between supply and demand, with consideration of all the elements making up the purchase offer; ... c) ensuring equal treatment between buyers; ... d) the application of restructuring programs prior to privatization, with a focus on outsourcing some activities and/or assets, especially of assets of a social nature; ... e) reconsidering the debts of companies, in order to increase the attractiveness of the privatization offer; ... f) the establishment of special administration during the privatisation period. ... + Article 2 The provisions of this law apply to companies, regardless of the normative act on the basis of which they were established, to which the state or an authority of the local public administration is a shareholder or associate, to the subsidiaries to which they are shareholders/associates majority of companies with majority state capital, as well as autonomous regions. ------------- Article 2 has been amended by section 2. 1 1 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 3 Within the meaning of the present law, the following terms and expressions have the following meanings: a) companies means any company/national company/national company in which the state or an authority of the local public administration is a shareholder, regardless of the normative act on the basis of which they were established; ... b) autonomous direction means the economic operator established on the basis of Law no. 15/1990 on the reorganisation of state economic units as autonomous kings and companies, as amended, on the basis of Local public administration law no. 69/1991 ,, as amended as well as on the basis of Local public administration law no. 215/2001 ; ... c) shares means securities issued by companies; shares may be ordinary or preferential in accordance with the provisions of Law no. 31/1990 on companies, republished, as amended; the provisions of this law on actions are also applicable to social parties; ... d) assets of a social nature means goods or ensembles of goods of a company's patrimony or autonomous kings, of the type: nurseries, kindergartens, medical offices, dispensaries, unfamily homes or blocks of dwellings, canteens, plants or thermal points, school groups of any type, sports and leisure bases, regardless of their type, utilities of local or zonal interest, gosdpodarii-Annexes and other such assets, including facilities and land related to them; ... e) privatization agent means any legal person, Romanian or foreign, specialized in financial activities, in mergers and acquisitions, such as: banks, investment banks, companies and investment funds, financial companies, companies that provide financial accounting and audit services, consultancy, securities market intermediation, as well as offices or professional law firms, whether they act individually or in association, with the indication that foreign legal entities may associate with a Romanian legal person or firm from the above-mentioned categories; ... f) special administration during the period of privatization means the procedure of administration in the period between the date of entry into force of the order of the Minister of Public Institution involved or, as the case may be, the date the authority of the local public administration, establishing the special administration procedure, and the date of transfer of ownership of the shares in the event of a completed privatization or the date fixed by order or decision; ... g) unfinished investment means investment objectives at different stages of execution, including those in the approved project phase, which fall within the sectoral development strategies of the Government and which require the attraction of private sector funds; ... h) builds, operates and transfers signifies the method by which the investor builds, finances, develops and operates the objective for a fixed period of time, after which he transfers the initiator's objective, in full capacity of operation and operation and free of any tasks and obligations; ... i) builds, owns and operates signifies the method by which the investor is entrusted with the objective it builds, finances, develops and operates for an indefinite period of time, in compliance with sectoral regulations specific in force; ... j) the right of option is the right of the investor who subscribed and paid up the capital contribution, following a capital increase, to subsequently buy from the public institution involved packages of shares held by it in that company commercial, on the terms and terms agreed upon at the date of the increase of the share capital ... k) companies in the field of utilities means companies that produce, transport, dispatch, distribute or supply electricity, heat, natural gas, steam, fuel and other utilities; ... ------------- Letter k) of art. 3 3 was introduced by section 4.2. 2 2 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. l) general public-private partnership regulations mean, together, Government Ordinance no. 16/2002 ... on public-private partnership contracts, approved with amendments and additions by Law no. 470/2002 , with subsequent amendments and completions, and the methodological norms issued in its application, approved by Government Decision no. 621/2002 . ------------- Letter l) of art. 3 3 was introduced by section 4.2. 2 2 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Chapter II Diminishing state ownership + Article 4 The decrease of the state's participation in companies is achieved by using the following methods: a) the sale of shares; ... b) increase of the share capital by private capital contribution; ... b ^ 1) increase of the share capital by capital contribution, in the case of companies in the portfolio of the Ministry of Economy and Commerce; ------------- Letter b ^ 1) of art. 4 4 was introduced by section 4.2. 1 1 of art. VI of ORDINANCE no. 55 55 of 14 August 2003 , published in MONITORUL OFFICIAL no. 605 605 of 26 August 2003. c) transfer free of charge or sale of assets of a social nature; ... d) any combination of the methods referred to in point. a)-c). ... + Section 1 Sale of shares + Article 5 ((1) The shares may be sold at the market price resulting from the ratio between supply and demand, even if this price is lower than the offer price established by the public institution involved. The public institution concerned is the sole competent authority to decide on the appropriateness of the conclusion of the contract of sale-purchase of shares, in view of the price and the other elements composing the purchase offer. The courts or arbitrators cannot rule on the appropriateness of the conclusion of the transaction, but only on its legality. ... (2) For each commercial company established by Government decision, in relation to the field of activity, the size of the share capital, the number of employees, the financial situation, the degree of industrial development and the unemployment rate of the area where they carries out the activity of the company, the sale of the stake held by the public institution involved will be made at the symbolic price representing the equivalent of one In this case the public institution involved selects the buyer according to the other elements of the purchase offer, namely: the volume of investments employed, the number of jobs to be created and the working capital. The selection criteria and the detailed conditions under which the sale will be made will be determined by the methodological norms issued in application of this law. ... (3) I cannot participate in the privatization process natural or legal persons, Romanian or foreign, who have had contracts for sale-purchase of shares concluded with any public institution involved and that have been solved due to imputable causes to them by a final and irrevocable judicial or arbitral decision or as an effect of the resolution conditions stipulated in the contracts of sale-purchase of shares, as well as those who register outstanding budgetary debts. ... + Article 5 ^ 1 (1) The Government approves through the privatization strategy the essential elements of the mandate and, subsequently, the main conditions of the contract to be concluded by the public institution involved for the sale of shares in commercial companies strategic interest and commercial companies in the field of utilities, as well as to increase the share capital of these companies according to the provisions of art. 14 14 and 22. ... (2) The Government approves through the privatization strategy the essential elements of the mandate and, subsequently, the main conditions of the contract to be concluded by the commercial company of strategic interest, namely the commercial company in the field utilities, for the sale of shares they hold at subsidiaries, as well as for the increase of the share capital of subsidiaries according to the provisions of art. 14 14 and 22. ... ------------- Article 5 ^ 1 has been introduced by item 1. 3 3 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 6 (1) The sale of the shares will be preceded by the preparation of a presentation file, depending on the method of privatization chosen and the stake offered for sale, according to the methodological norms issued in application of this law. ... (2) The presentation file will also include industrial and intellectual property rights. The data and information contained in the presentation file or the offer document relating to the economic, financial, legal and patrimonial situation of the respective company are presented on the basis of the affidavit authenticated by the sole administrator, members of the board of directors or the director-general, as the case may be, and of the censors ... ((3) If the public institution involved decides to sell the shares by public offering or by means of capital market-specific methods, at the stock exchanges or in other organized, domestic or international markets, the offer document will be prepare in accordance with the legal regulations in force for the capital market. ... ((4) In the case of the sale of share packages representing up to 5% of the share capital of the companies, the public institution concerned shall draw up a simplified presentation sheet. ... + Article 7 (1) The sale will be preceded by the publication of a sales notice or a sale offer, valid for at least 30 days, but not more than 180 days from the date of publication. ... (. The public institution concerned may decide to extend the period of validity of the offer of sale for successive periods not exceeding 30 days each and which may not amount to more than 180 days. ... + Article 7 ^ 1 In the case of commercial companies in the field of utilities, located in the portfolio of the Ministry of Economy and Trade, the sales notice or sale offer will be valid for at least 180 days, but not more than 360 days from the date of publication. The public institution concerned may decide to extend the term of validity for successive periods not exceeding 180 days each and which cannot amount to more than 360 days. ------------- Article 7 ^ 1 has been introduced by item 1. 2 2 of art. VI of ORDINANCE no. 55 55 of 14 August 2003 , published in MONITORUL OFFICIAL no. 605 605 of 26 August 2003. + Article 8 ((1) In the case of the sale of packages of shares of more than 33%, the public institution involved or the privatization agent is required to request the issuance of budgetary obligations certificates for the establishment of the budgetary obligations of the companies subject to privatisation. ... (2) The territorial bodies of the Ministry of Public Finance, for the state budget, and of the other ministries and institutions, for the state social insurance budget, the budgets of special funds, as well as the public administration authorities local, for local budgets, will issue the certificates of budgetary obligations within 30 days from the date of registration of the request, which constitute the exclusive proof of the respective budgetary debts of the commercial company. ... (. No charges shall be levied on the issue of certificates of budgetary obligations. ... + Article 9 Exceptionally, in relation to the economic circumstances and the interest shown by potential buyers or taking into account other conditions that could negatively influence the results of a privatization process, the management of the public institution involved may decide, for the companies to which the public institution involved determines the strategy of privatization, the modification or revocation of the offer of sale, and the change of the method of privatization, according to the principles law, under the conditions laid down in the methodological norms issued in its application + Article 9 ^ 1 At companies whose privatization strategy was approved by Government decision, in case as a result of the application of the provisions of art. 12, 15 and 17 change the share of participation in the share capital provided for in the privatization strategy, the public institution involved is mandated to sell the stake in the state owned by the share of the share capital Modified. --------------- Article 9 ^ 1 has been introduced by item 1. 1 1 of art. I of EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 , published in MONITORUL OFFICIAL no. 961 961 of 28 December 2002. + Article 10 (1) An association made up of employees, members of the board of directors or pensioners with the last job at a commercial company may acquire shares/shares in that company. ... ((2) The sale is made by one of the methods set out art. 13 of Government Emergency Ordinance no. 88/1997 on the privatisation of companies, approved by Law no. 44/1998 , as amended and supplemented, in compliance with the provisions of art. 5 5 para. ((1) of this Law. ... (3) The government may grant employees, members of the board of directors and pensioners with the last place of employment to the companies and/or their subsidiaries, subject to privatization, the right to purchase from the public institution implicated/company, through the association of employees, constituted according to the law, shares in these companies, by way of derogation from the provisions of art. 1, at the same price per share as they are sold in the privatisation process. ... ------------- Alin. ((3) of art. 10 10 has been amended by section 1 1 of art. I of LAW no. 191 191 of 24 May 2004 , published in MONITORUL OFFICIAL no. 470 of 26 May 2004, amending section 4 4 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. (4) Commercial companies falling under par. (3), the percentage share of the share capital offered for sale to the employees, as well as the conditions of sale will be determined by Government decision. ... ------------- Alin. ((4) of art. 10 10 has been introduced by section 4 4 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 11 (1) In order to accelerate the privatization process the public institution involved will ensure the access of potential investors to the commercial company, before the sale of the presentation file, in order to support them to form a general opinion on its situation, in order to shorten the period of formation of a decision on the purchase of the stake to be put up for sale at this company. ... (2) The information that will be made available by the company will contain only general, public data and the visits will be mainly technical, so that investors can assess the current state of the company trade, its prospects after privatisation and a minimum investment volume required. ... (3) After the sale of the presentation file, at the request of the potential buyer, under the conditions laid down in the methodological norms issued in application of this law, the public institution involved and the company subject to privatization provide free access to all data and information, except those of a confidential nature, on the activity of the company, for the purpose of drawing up by him his own report of expertise on the company. ... + Article 12 (1) All companies, regardless of the structure of the social capital, to which the certificate of attestation of ownership of the land have not been issued, shall draw up and submit to the institutions entitled to issue certificates of attestation of the ownership of the land, within 60 days from the date of entry into force of the present law, the necessary documentation in order to issue it. ... (1 ^ 1) In the case of companies referred to in par. (1), for which the institutions entitled to issue certificates of attestation of ownership of land have not been identified, this task lies with the Ministry of Regional Development and Tourism, according to the evaluation procedures provided on the date of conclusion of the privatisation ------------ Alin. ((1 ^ 1) of art. 12 12 was introduced by art. unique from LAW no. 190 190 of 27 October 2011 , published in MONITORUL OFFICIAL no. 764 764 of 31 October 2011. (2) The institutions empowered to issue certificates of attestation of the ownership of the land have the obligation to issue these documents within 15 days from the submission of the documentation and to transmit, within 5 days from the issuance, a copy of the certificate to the public institution involved. ... (3) The administrators of the company are obliged to request the registration of the increase of the share capital at the trade register office within 30 days from the date of issue of the certificate. ... (4) If the administrators do not require the registration of the increase of the share capital within the period provided in par. (3), the trade register office will register the increase, at the request of the public institution involved. ... (5) If the issuance of the certificate of attestation of ownership of land has not been followed, prior to privatization, by the corresponding increase of the share capital or if the certificate is issued after privatization, the share capital is increased by right with the value of the land, which will be considered as a contribution in the nature of the State or of an administrative-territorial unit, as the case may be, in exchange for which additional actions will be issued public institution involved. ... ((5 ^ 1) The increase of the share capital with the value of the land for which certificates of attestation of the property right have been issued is carried out without the addition of a broadcast premium. ------------- Alin. (5 ^ 1) of art. 12 12 has been introduced by section 2 2 of art. I of LAW no. 191 191 of 24 May 2004 , published in MONITORUL OFFICIAL no. 470 of 26 May 2004, amending section 5 5 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. (5 ^ 2) The subscription price of the shares related to the right of preference exercised by the existing shareholders in the increase of the share capital with the value of the land for which certificates of attestation of the property right have been issued shall be establish without the addition of a broadcast premium. ------------- Alin. (5 ^ 2) of art. 12 12 has been introduced by section 2 2 of art. I of LAW no. 191 191 of 24 May 2004 , published in MONITORUL OFFICIAL no. 470 of 26 May 2004, which supplements the section 5 5 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 of January 31, 2004, with para. ((5 ^ 2). (6) If the increase of the share capital with the value of the land is carried out after the privatization of the company, the buyer or his successor shall have the right to purchase from the public institution involved a number of additional shares necessary to maintain the share of the share capital, the existence of which has been increased by the value of the land. ... (7) The purchaser or his successor may exercise this preference within 15 days from the date of registration of the increase of the share capital. ... (8) The selling price for additional shares arising from the increase of the share capital with the value of the land, in the case of exercising the right of preference, is equal to the nominal value of the shares, if the price per share paid of the buyer by the original privatisation contract is higher than the nominal value of the shares, or is the one resulting from the direct negotiation between the public institution involved and the buyer, if the price per share paid by buyer by the initial privatisation contract is less than the face value of Actions. The payment of shares will be fully or in installments. The transfer of ownership of shares takes place at the time of full payment of the price or advance, as the case may be. ... ------------- Alin. ((8) of art. 12 12 has been amended by section 6 6 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. (9) If the right of preference is not exercised within the period provided in par. ((7), the land share package may be sold by the public institution concerned by any of the methods set out in the Government Emergency Ordinance no. 88/1997 , approved by Law no. 44/1998 , with subsequent amendments and completions. ... (10) Until the expiry of the term of exercise of the right of preference the voting rights conferred by the shares issued in accordance with the provisions of par. (5) are suspended. ... + Article 13 (1) In order to accelerate the privatization process the competent environmental authority will issue, within 10 days from the submission of the necessary documentation by the commercial company, the environmental opinion. In the case of non-communication of the opinion within the legal period, the company is considered to be operating in full compliance with the legal requirements in force on environmental protection. ... (2) The public institution concerned has the obligation to include in the presentation file or, as the case may be, in the prospectus of public offer the environmental obligations and liabilities established by the environmental notice, based on the information contained in the environmental review accepted by the competent environmental authority. ... ((3) Provisions of para. ((1) are also applicable to the sale of assets, as long as such assets are part of the assets of a trading company or autonomous kings carrying out a qualified activity, in accordance with the legislation in force, as having an impact the environment. ... ((4) The issuance and/or review of the environmental opinion shall be free of charge in the case of companies which are loss-making on the balance sheet of the last ... + Section 2 Increase of the share capital by private equity Capital increase by capital contribution ------------- Title of Section 2 of the Cap. II has been amended by section 3 3 of art. VI of ORDINANCE no. 55 55 of 14 August 2003 , published in MONITORUL OFFICIAL no. 605 605 of 26 August 2003. + Article 14 (1) The public institution concerned may decide, in accordance with the approved strategy, to propose in the general meeting of shareholders the decrease of the state's participation in the company or the decrease of the share of the commercial majority of state at its subsidiary, by increasing the share capital. ... ------------- Alin. ((1) of art. 14 14 has been amended by section 3 3 of art. I of LAW no. 191 191 of 24 May 2004 , published in MONITORUL OFFICIAL no. 470 of 26 May 2004, amending section 7 7 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. ((2) The increase of the share capital by private capital contribution is made by cash or in kind with high performance technological equipment (peak), with the attraction of a new private shareholder or with the participation in the increase of the share capital of a Existing shareholder in the company. ... (3) If the public institution concerned proposes to increase the share capital and the general meeting of the shareholders decides to increase the share capital, the preferential right to the subscription of the existing private shareholders in the company is granted commercial, within 10 days of the adoption of the decision to increase the share capital. ... (4) The private shareholder existing in the company will be able to subscribe both the shares related to the share held by the public institution involved, and the shares related to the share of shareholders who do not exercise their right ... ((5) By way of derogation from provisions Law no. 31/1990 ... on companies, republished, with subsequent amendments and completions, if the public institution concerned decides as a method of diminishing the state's participation the increase of the share capital, the convocation of the general meeting of shareholders shall be made within two working days of the decision, and the general meeting of the shareholders of the company shall be held within 5 days from the publication of the notice of convocation. (6) The decision of the general meeting of shareholders on the increase of the share capital may be appealed within 5 days from the date of its publication. ... ------------- Article 14 has been amended by section 4.2. 7 7 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Section 3 Transfer free of charge or sale of assets of a social nature Capitalizing on the assets of companies, including those of strategic interest, and the free transfer or sale of assets of a social nature ------------- Title of Section 3 of the Cap. II has been amended by section 8 8 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 15 (1) The commercial companies in which the state or an authority of the local public administration is the majority shareholder may order the alienation of some assets of a social nature, free of charge and with priority to the local public administration authorities, as well as to public institutions and their sale to any other natural or legal person concerned, except those who have been claimed in accordance with the provisions Law no. 10/2001 on the legal regime of immovable buildings improperly taken over from 6 March 1945 to 22 December 1989, as amended. ... (2) If the company decides to apply the measures provided for in par. (1), the general meeting of the shareholders will be convened within two working days of the decision and will be held within 5 days from the publication of the convocation notice. ... (3) The general meeting of the shareholders will decide to reduce the share capital of the share of the state or of the local public administration authority, in case of free transfer. ... (4) The sale, lease, joint venture, contribution to the share capital of a company, real estate leasing and the constitution of the usufruct having as object the assets of the company, including those of strategic interest, shall be approve by the general meeting of shareholders on the basis of the mandate given by the public institution concerned ... ------------- Alin. ((4) of art. 15 15 has been introduced by section 9 9 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Section 4 Special provisions on the finalization and conclusion of privatization contracts for companies in the portfolio of the Ministry of Economy and Trade ------------- Section 4 of the Head. II was introduced by section 4.2. 5 5 of art. VI of ORDINANCE no. 55 55 of 14 August 2003 , published in MONITORUL OFFICIAL no. 605 605 of 26 August 2003. + Article 15 ^ 1 ((1) If the successful tenderer on the basis of the scoring grid, established in advance by the public institution concerned, revokes the offer or if, following negotiations with the public institution involved, the successful tenderer refuses the signing sale-purchase contract under the conditions set out in the offer, the public institution involved will be able to start negotiations with the bidder who met the number of points immediately following the score of the bidder originally declared the winner, as far which both the offer/notice of sale and the purchase offer are within the validity. ... (2) The procedure provided in par. (1) may be applied by the public institution involved in the following situations: ... a) in case of abolition of sale-purchase contracts of shares with payment in installments, as a result of the full non-payment of the advance at the agreed deadline; ... b) in the case of the abolition of sales contracts with full payment, as a result of the full non-payment of the price at the agreed deadline. ... ------------- Article 15 ^ 1 has been introduced by item 1. 5 5 of art. VI of ORDINANCE no. 55 55 of 14 August 2003 , published in MONITORUL OFFICIAL no. 605 605 of 26 August 2003. + Chapter III Special measures in the privatisation process + Article 16 (1) Special administration during the privatisation period shall be established at the companies in which the State or an authority of the local public administration holds a majority stake and their subsidiaries in the process of privatization, by order of the Minister of Public Institution involved or by decision of the local public administration authority. ... ------------- Alin. ((1) of art. 16 16 has been amended by section 10 10 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. ((1 ^ 1) During the special administration period, the financial supervision procedure of the company is established by the public institution involved, consisting of the obligation of the company to make all payments to the budgetary creditors, utility providers, commercial creditors, according to a schedule drawn up by it and the special administrator, for the purpose of deleveraging. --------------- Alin. ((1 ^ 1) of art. 16 16 has been introduced by section 2 2 of art. I of EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 , published in MONITORUL OFFICIAL no. 961 961 of 28 December 2002. ((1 ^ 2) Abrogat. ------------- Alin. ((1 ^ 2) of art. 16 16 has been repealed by art. VII of LAW no. 149 149 of 11 May 2004 , published in MONITORUL OFFICIAL no. 424 424 of 12 May 2004. ((1 ^ 3) During the financial supervision, any limitation periods of the shares referred to in par. ((1 ^ 2). --------------- Alin. ((1 ^ 3) of art. 16 16 has been introduced by section 2 2 of art. I of EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 , published in MONITORUL OFFICIAL no. 961 961 of 28 December 2002. (2) The special administration procedure during the privatization period involves the administration of the company by a special administrator, on the basis of a mandate granted by the public institution involved, in accordance with the methodological norms issued in application of this Law. ... (3) The mandate granted by the public institution concerned will determine the management and management of the company, as well as the measures to be taken to accelerate the privatization process. ... (4) Depending on the economic and financial situation and the privatization strategy to be applied for each trading company, the exceptional measures to be taken at the company during the period will also be specified in the mandate. prior to the offer notice, with reference to: ... a) divisions, mergers, sales of assets; ... b) the application of restructuring programs with/or without staff reduction; ... c) outsourcing/transfers of activities and/or social assets; ... d) the conversion into shares of certain, liquid and chargeable claims; ... e) compliance with the economic and financial discipline and the schedules for the rescheduling of outstanding debts to the service providers, prepared according to par. ((5) lit. a); ... f) any other measures that increase the attractiveness of companies to privatisation. ... ((5) From the date of establishment of the special administration procedure during the privatisation period, the following exceptional measures shall apply to the company: ... a) repealed; ... ------------- Letter a) a par. ((5) of art. 16 16 has been repealed by art. 17 of EMERGENCY ORDINANCE no. 37 37 of 19 May 2004 , published in MONITORUL OFFICIAL no. 481 481 of 28 May 2004. b) the budgetary creditors, at the request of the special administrator, will raise all the tasks encumbering on the assets of the company to be sold, outsourced or transferred, in order to increase the attractiveness to privatization, and the amounts collected from the sale of the assets are distributed proportionally to the budgetary creditors who have instituted the tasks, according to the methodological norms issued in application ... c) the budgetary creditors will suspend, until the transfer of ownership of the shares, the application of any enforcement measure started on the commercial company and will not do any steps to establish new such measures. The same provisions are applicable to the public institution concerned, if it is a creditor. ... ------------- Letter c) a par. ((5) of art. 16 16 has been amended by section 4.2 12 12 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. (6) The special administration procedure during the privatization period ceases on the date of transfer of ownership of the shares, in the event of a completed privatization, or on the date fixed by order or by decision. ... (6 ^ 1) I am an exception to the application of art. 113 113 para. (6) of Government Ordinance no. 92/2003 on the Fiscal Procedure Code, republished, with subsequent amendments and completions, the amounts to be reimbursed from the state budget to the companies for which the privatization process was triggered by publishing the offer sale, during the special administration, within the limits of the amounts representing salary rights due to the employees and the value of the utilities. --------------- Alin. (6 ^ 1) of art. 16 16 was introduced by art. unique of EMERGENCY ORDINANCE no. 26 26 of 29 March 2006 , published in MONITORUL OFFICIAL no. 296 296 of 3 April 2006. (7) From the date of transfer of ownership to the shares the mandate of the directors of the commercial company, elected at the proposal of the public institution involved, shall cease Until the date of the young shareholders ' general meeting the new majority shareholder appoints a provisional administrator ... --------------- Alin. ((7) of art. 16 16 has been introduced by section 3 3 of art. I of EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 , published in MONITORUL OFFICIAL no. 961 961 of 28 December 2002. + Article 17 (1) Within 30 days from the request of the public institution involved the claims held by the Authority for the Valorisation of Banking Assets on the commercial company to be privatized will be converted into shares. ... --------------- Alin. ((1) of art. 17 17 has been amended by section 4 4 of art. I of EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 , published in MONITORUL OFFICIAL no. 961 961 of 28 December 2002. (2) The actions resulting from the conversion will be transferred on the basis of protocol to the public institution concerned, with a view to their management and sale. ... --------------- Alin. ((2) of art. 17 17 has been amended by section 1 1 of art. unique from LAW no. 556 556 of 18 December 2003 , published in MONITORUL OFFICIAL no. 922 922 of 22 December 2003. (3) The price obtained from the sale will be distributed, between the two institutions, in proportion to the number of shares sold, after the deduction of the expenses incurred by the public institution involved. ... + Article 18 Repealed. ---------------- Article 18 has been repealed by point (a) 1 1 of art. I of EMERGENCY ORDINANCE no. 26 26 of 31 March 2005 , published in MONITORUL OFFICIAL no. 296 296 of 8 April 2005. + Article 18 ^ 1 Repealed. ---------------- Article 18 ^ 1 has been repealed by point 1. 1 1 of art. I of EMERGENCY ORDINANCE no. 26 26 of 31 March 2005 , published in MONITORUL OFFICIAL no. 296 296 of 8 April 2005. + Article 19 Repealed. --------------- Article 19 has been repealed by point (a) 4 4 of art. 12 of EMERGENCY ORDINANCE no. 8 8 of 27 February 2003 , published in MONITORUL OFFICIAL no. 144 144 of 5 March 2003. + Article 20 In duly justified cases the public institution involved will decide to reduce by up to two thirds any term relating to the privatization procedures, provided for in this Law, as well as in Government Emergency Ordinance no. 88/1997 , approved by Law no. 44/1998 ,, as amended. + Article 21 (1) By order of the Minister of Public Institution involved or by decision of the head of the local public administration authority, the special administration procedure may be established and to companies that do not have activity or which meet the requirements of art. 232 232 of Law no. 31/1990 , republished, as amended, and for which those measures have not been implemented. ... (2) The mandate granted by the public institution concerned will determine the management and management of the company, as well as the measures to be taken to dissolve and liquidate the company. ... + Chapter IV Attracting investment in utilities ------------- Title Cap. IV has been amended by section 4.2 6 6 of art. VI of ORDINANCE no. 55 55 of 14 August 2003 , published in MONITORUL OFFICIAL no. 605 605 of 26 August 2003. + Article 22 Investors may participate in the increase of the share capital of companies with majority state capital in the field of utilities and their subsidiaries, under the conditions established by the public institution involved. The public institution involved or the company may grant the investor a right of option to the purchase of packages of shares. ------------- Article 22 has been amended by section 15 15 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 23 The public institution involved and/or the company, as initiators, will aim to attract investments for: a) completion of unfinished investments; ... b) rehabilitation of economic objectives. ... ------------- Article 23 has been amended by section 6.6. 16 16 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 24 (1) Investment withdrawal can be made through public-private partnership according to the provisions provided by the general regulations on public-private partnership. ... (2) In the field of energy, commercial production, transmission and distribution companies, as well as local public administration authorities, as the case may be, are authorized to conclude long-term energy purchase agreements, based on the opinion regulatory authorities in the field, with companies producing engaged in public-private partnerships, with the confirmation of the ministries involved and the local public administration authorities, as the case may be, and with the approval of the Government. ... (3) May be the object of attracting investment through public-private partnership and assets held with any title of the patrimony of autonomous regions and commercial companies with majority state capital, as well as their subsidiaries, under the conditions Law. ... ------------- Article 24 has been amended by section 4.2. 17 17 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 25 The initiator is obliged to make known the intention to attract private equity in investments by publishing an offer request. + Article 26 The contractual elements negotiated with the investor whose tender was selected in accordance with one of the methods set out in art. 24 will be subject, as the case may be, to Government approval, in accordance with the methodological norms issued in application of this law + Chapter V Guarantees and compensation that may be granted to buyers + Article 27 The public institution involved may agree, through the sale-purchase contract, to compensate the buyer for damages suffered as a result of the establishment of liability, due to environmental pollution, past activities, which have not been disclosed to the buyer by the public institution concerned or by the competent environmental authority. + Article 28 The public institution involved may negotiate and agree to grant guarantees to the buyer for damages caused to it by the fact that the company is held to fulfill any obligation, including to third parties, or to bear any loss as a result of acts, facts and operations that were not disclosed nor could be known by the purchaser as a result of carrying out its own audit of the company and whose cause existed at the time of the conclusion contract. + Article 29 (1) The public institution involved shall ensure to the purchasers with whom it has concluded contracts for sale-purchase of damages caused to them by the execution of final and irrevocable judicial decisions that oblige the restitution in kind to the former owners of real estate taken over by the state ... (2) The amount of damage to be repaired according to par. (1) shall be determined by mutual agreement with the purchaser, and in the event of divergence, by justice. ... + Article 30 (1) In all cases the amount of compensation granted according to art. 27-29 will not be able to exceed 50% of the actual price paid by the buyer. ... (2) The state guarantees the payment by the public institutions involved of these compensation within the limit provided in par. ((1). ... (3) Provisions art. 32 ^ 4 of Government Emergency Ordinance no. 88/1997 , approved by Law no. 44/1998 , as amended, remain applicable only for sale-purchase contracts of shares concluded before the entry into force of this Law. ... + Chapter VI Special provisions concerning the merger, division, dissolution and liquidation of companies subject to privatisation + Article 31 (1) The public institution involved shall ask the board of directors or administrators to convene the general meeting of shareholders in the majority state-owned companies, which will meet within 5 days from the date of request to decide on the merger, division or dissolution and liquidation. ... ((2) By way of derogation from provisions art. 117 117 of Law no. 31/1990 , republished, as amended, the convocation will be published in a national broadcast daily and in one of the wide spread newspapers in the locality where the company's headquarters are located, at least 3 days before the the date of the general meeting of the shareholders. ... + Article 32 (1) Within 10 days from the date on which the general meeting of the shareholders approved the merger or division of the company the board of directors shall finalize the necessary documents. ... (2) The decision of the general meeting of shareholders regarding the merger or division of the company can be appealed within 5 days from the date of publication. ... (3) The draft terms of merger or division drawn up in the form provided for by Law no. 31/1990 , republished, as amended, shall be submitted within 3 days to the trade register office by the administrator of the commercial company. ... (4) The creditors of the company merging or dividing, which have a claim prior to the publication of the draft merger or division, may object within 5 days from the date of publication of the decision of the general meeting of the shareholders on merging or splitting. ... (5) The opposition formulated under the conditions of para. (4) shall be adjudicated expeditiously by the competent court. ... + Article 33 (1) On the date of adoption of the dissolution and liquidation decision the general meeting of the shareholders will order the termination of the mandate of the board of directors of the company and will appoint a sole administrator of the company until the appointment of or the privatisation agent. ... (2) The decision of the general meeting of shareholders on the dissolution and liquidation of the company can be appealed within 5 days from the date of publication. ... + Article 34 (1) Within two days from the date of publication of the dissolution/liquidation decision the sole designated administrator shall notify by postal courier quickly with acknowledgement of receipt the known creditors of the company and publish an informative notice in a national daily broadcast, as well as by electronic means. In the notice and in the notice, the total amount of the company's debts is stated, as follows from the financial-accounting records, the claims that are totally or partially offset by the borrower's debits to the company, the preference order of the receivables, as well as the deadline within which the creditors may show their intention to capitalize on the claims by filing a claim. The deadline for submission of claims will not be able to exceed 20 days from the date of publication of the information notice. ... (2) The right to contest the existence or extent of a claim or its rank in the order of preference shall be extinguished within 20 days from the date of publication of the informative notice. ... (3) Contestations of creditors introduced to the competent courts, under the conditions of par. ((2), does not suspend the conduct of the liquidation proceedings of the company. ... + Article 35 (1) On the date of submission of the development decision at the trade register office, the adjudication of all actions in judicial or extrajudicial claims directed against the company, the limitation periods of the actions of the achievement of the claims belonging to its creditors, as well as any enforcement proceedings against it. ... (2) The general meeting of the shareholders may order the cessation of the voluntary liquidation measure if there is a letter of intent requesting the purchase of the majority stake. In these circumstances the method and the deadline for payment of receivables will be determined by the contract of sale-purchase of shares. On the date on which the general meeting of the shareholders decides the termination of the voluntary liquidation procedure the company enters the special administration procedure according to art. 16. ... + Article 36 ((1) The liquidator shall have the obligation, no later than 10 days after the date of entry into office, to draw up the table of receivables, which will be deposited at the headquarters of the company in order to be consulted by the creditors. ... ((2) The right to contest the existence or extent of a claim or its rank in the order of preference shall be extinguished within 15 days from the date of their communication in writing by the liquidator. ... + Article 37 (1) The sale of the goods shall be made on the basis of auction with call, auction in sealed envelope or by negotiation, under the conditions provided in the methodological norms issued in application of this law. ... (2) The contract of sale of the adjudicated property ends under penalty of nullity, no later than 10 working days from the date of auctioning of the auction. The liquidator may extend this period by no more than 5 working days. ... + Article 38 (1) For the coverage of the social liability the liquidator will make payments on the account of creditors ' claims, whether or not they are matured, from the amounts obtained from the sale of movable and immovable property of the company and the recovery of claims against third parties, in the following order of preference: ... a) to cover the expenses related to the sale or performance of the liquidation ... b) for the payment of outstanding salaries for no more than 3 years prior to the deposit at the office of the trade register of the decision of the general meeting of dissolution/liquidation ... ------------- Point b) of par. ((1) of art. 38 38 has been amended by section 4.2 4 4 of art. I of LAW no. 191 191 of 24 May 2004 , published in MONITORUL OFFICIAL no. 470 of 26 May 2004, which supplements art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004, with point 17 17 ^ 1. c) for the realization of creditors ' claims in favour of which the company constituted a right of real security or mortgage on its movable or immovable property from the amounts obtained by the sale of these goods; these provisions also apply with regard to special privileges; ... d) in the account of the claims of the state or local public administration authorities, arising from taxes, taxes and other tax obligations established according to the law, from contributions to the state social insurance budget, as well as to special funds; ... e) in the account of state receivables, derived from the amounts paid by the Ministry of Public Finance for guarantees on internal and external loans executed, as well as for external credits contracted directly by the state, from which were made subloans; ... f) in the account of claims resulting from loans granted by the State, including in the account of receivables resulting from loans granted for the payment of gas and electricity according to the regulations in force at the time of the loan from loans granted to the company by an associate or shareholder representing the State, including those arising from free acts made by him; ... g) to the account of the chirographic creditors; ... h) on behalf of shareholders. ... (2) No distribution of amounts to creditors will be possible before the final stay of the decisions by which the requests made in accordance with art. 36 36 para. ((2) or from the resolution of the appeal to them. ... + Chapter VII Dispute resolution + Article 39 Limitation period for the introduction of the application for an operation or an act provided for by this Law, Government Emergency Ordinance no. 88/1997 , approved by Law no. 44/1998 , with subsequent amendments and completions, as well as the other special laws in the field of privatization or capitalizing on a right conferred by them is one month from the date on which the applicant met or had to know the existence the operation or the act under attack or from the date of birth of the right, except for the requests for the performance of the obligations laid down in the contracts for the sale and purchase of shares of the privatized companies and those those contracts to which the general limitation period applies. --------------- Article 39 has been amended by section 6.6. 2 2 of art. unique from LAW no. 556 556 of 18 December 2003 , published in MONITORUL OFFICIAL no. 922 922 of 22 December 2003. + Article 40 ((1) Applications by which an operation or act provided for by this Law is to be attacked, by Government Emergency Ordinance no. 88/1997 ... , approved by Law no. 44/1998 , with subsequent amendments and completions, as well as the other special laws in the field of privatization or capitalizing on a right conferred by them are the competence of the commercial sections of the courts and are adjudicated urgently and in particular, with summoning the parties. --------------- Alin. ((1) of art. 40 40 has been amended by section 3 3 of art. unique from LAW no. 556 556 of 18 December 2003 , published in MONITORUL OFFICIAL no. 922 922 of 22 December 2003. (2) If there are reasonable grounds for which the parties are not able to present their defences completely, the court will be able, exceptionally, to grant a single period in the knowledge of no more than 5 days, for these reasons. ... (3) The court is obliged to pronounce the decision within 3 days from the closing of the debates and to communicate to the parties the decision no later than 5 days after the ruling. ... + Article 40 ^ 1 The requests made by the public institution involved, in relation to the status of shareholder in the companies in its portfolio, with the privatization process, with the obligations arising from the sale-purchase contracts of shares, with obligations under Government Emergency Ordinance no. 88/1997 , approved by Law no. 44/1998 , with subsequent amendments and completions, or by this law, with the execution of judicial decisions and with any other procedural acts, carried out by and for this, are exempt from the payment of judicial stamp duties and judicial stamp, bail and any other taxes that are made, according to the law, income to the state budget. ------------- Article 40 ^ 1 has been amended by section 1. 18 18 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 41 (1) The contracts for sale-purchase of shares concluded within the privatization process of the public institution involved constitute enforceable securities without fulfilling any other formalities, in case of non-fulfillment by buyers of the pecuniary obligations assumed. It constitutes enforceable securities without fulfilling any other formalities and the real security contracts concluded between the public institution involved and the buyer. In order to trigger the enforcement procedure based on the enforceable securities provided above it is sufficient to submit to the competent bodies-bailiff, court of execution and the like-of a copy of the contract of sale-purchase of shares or real security contract concluded within the privatization process of the public institution involved, bearing the mention "according to the original" and without prior investment with the enforceable formula. ... --------------- Alin. ((1) of art. 41 41 has been amended by section 16 16 of art. I of EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 , published in MONITORUL OFFICIAL no. 961 961 of 28 December 2002. (2) The notification by which the public institution concerned notifies the buyer of the abolition of the contract, as an effect of the operation of the commissive pact, constitutes the registration under which the reregistration as shareholder of the institution the public concerned by the independent register company which holds the register of the shareholders of that company (in the case of publicly owned companies) or by the closed-type company which holds its own register of shareholders and the trade register office, without being necessary to fulfil any other formalities. The notification by which the public institution concerned notifies the buyer about the execution of the pledge on the shares, in its favour, as an effect of non-fulfilment of the investment obligations assumed by the contract, constitutes the registration under which carry out the re-registration as a shareholder of the public institution concerned by the independent register company which holds the register of the shareholders of that company (in the case of publicly owned companies) or by the closed-type trading company that holds its own shareholder register and by the trade register office, without the need to fulfil any other formalities. ... ------------- Alin. ((2) of art. 41 41 has been amended by section 19 19 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. (3) A date with registration as a shareholder of the public institution involved under the conditions provided in par. ((1) and (2), the mandate of the administrators shall cease from law. Until the date of the young general meeting of shareholders the public institution concerned shall appoint a provisional administrator ... --------------- Alin. ((3) of art. 41 41 has been introduced by section 17 17 of art. I of EMERGENCY ORDINANCE no. 208 208 of 18 December 2002 , published in MONITORUL OFFICIAL no. 961 961 of 28 December 2002. + Chapter VIII Privatisation agents + Article 42 (1) In order to accelerate the privatization process, the public institutions involved may delegate to privatisation agents the exercise of certain rights and powers, on the basis of a mandate. ... (2) The privatization agents shall submit, at the request of the relevant public institution, reports on the activities carried out and shall exercise during the term of office, exclusively, the delegated tasks. The mandate is granted in connection with the privatization/restructuring/liquidation of a company or a group of companies, contained in special privatization/restructuring/liquidation programs selected by the public institution involved, in compliance with the provisions of the methodological norms issued in application of this law, either for the sale of shares or for the sale of assets. ... (3) The public institutions involved cannot delegate to the privatization agents the attributions established in art. 16. ... + Article 43 Within 15 days from the receipt of the proposal for sale of shares/assets, formulated by the privatization agent, the public institution involved mandanta is obliged to conclude the contract of sale-purchase of shares/assets or to communicate the reason refusal of proposal. + Article 44 In the exercise of their duties, according to the provisions of this law, in connection with a company or a group of companies, privatization agents act on behalf of and on behalf of the public institutions involved and have all rights related to their shares in companies, including the exercise of powers and special benefits granted to public institutions involved by this law and the methodological norms issued in its application, according to the mandate granted, except for the right to dividends and any right of Preference. + Article 45 The public institution involved will organize the selection by restricted auction of privatization agents with which it will conclude mandate contracts, according to the methodological norms issued in application of this law, and which will run these contracts. Only those potential privatisation agents who have been pre-selected by the public institution involved on the basis of a set of selection criteria will be invited to this tender. Regardless of whether they act individually or associates, the privatisation agents in question must satisfy certain minimum standards of qualification. + Article 46 By way of derogation from provisions Government Ordinance no. 79/1999 on the organization of the activity of practitioners in reorganization and liquidation, privatization agents can also carry out operations to liquidate and distribute the patrimony of the commercial company. + Chapter IX Transitional and final provisions + Article 47 (1) In the case of companies declared closed according to the capital markets regulatory law, the public institutions involved may sell the shares held by any of the methods set out in art. 13 of Government Emergency Ordinance no. 88/1997 , approved by Law no. 44/1998 , as amended, regardless of the provisions of the articles of association. ... (2) The shareholders of the companies provided in par. ((1) may exercise the right of preference to the purchase of shares, established by the articles of association, within a maximum of 15 days from the publication of the notice of sale by the public institution involved. Otherwise the public institutions involved will sell the shares held, by any of the methods provided for in this law, to any potential buyer. ... (3) The public institutions involved will proceed to the sale of shares held in the declared closed trading companies, by any of the methods provided for in this Law, and where the other shareholders of the right of preference has exercised this right, but it has not come to the completion of the sale or refuse three consecutive times to give consent to the public institution involved for the sale of shares to third parties, if such an agreement is necessary under the articles of association. ... + Article 47 ^ 1 They are exempted from the provisions Government Emergency Ordinance no. 28/2002 on securities, financial investment services and regulated markets, approved with amendments and additions by Law no. 525/2002 , as amended, the operations to increase the share capital carried out in accordance with the provisions of art. 14 and 22 of the present law as well as those carried out in accordance with the provisions Government Ordinance no. 25/2002 on certain measures to pursue the execution of the obligations assumed by the contracts for the privatization of companies, approved with amendments and completions by Law no. 506/2002 , with subsequent amendments and completions. ------------- Article 47 ^ 1 has been amended by section 4.2. 20 20 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 47 ^ 2 (1) The privatization of companies established as subsidiaries of commercial companies with majority state capital is carried out under the authority and coordination of the public institution involved, according to the provisions of this law and of Government Emergency Ordinance no. 88/1997 ... , approved by Law no. 44/1998 , with subsequent amendments and completions. (2) The public institution concerned shall grant a special mandate to its representatives in general meetings of shareholders of companies with majority state capital, in order to achieve by them the privatization of companies- subsidiaries to which they hold shares. ... ------------- Article 47 ^ 2 has been amended by section 4.2. 21 21 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. + Article 48 For companies in the process of privatization on the date of entry into force of this law, the special administration procedure during the privatization period is established. + Article 49 The privatization procedures and sales of assets under way on the date of entry into force of this law will continue, according to its provisions, with the recognition of the validity of the acts and stages consumed. + Article 50 (1) The commercial companies in which the state or an authority of the local public administration is a majority shareholder may participate with capital contribution to the formation of commercial companies with mixed capital with Romanian legal personality. ... (2) The constitution of companies with mixed capital shall be made by association with natural persons or legal entities with majority private capital. ... (3) The newly created Joint Venture Company shall have as a preference to the purchase of assets, fixed assets and tangible and intangible assets of the founding trading company, to which the State or an authority of the administration Local public is the majority shareholder, and which are necessary and directly compete in the realization of the main activity object of the commercial company with mixed capital. ... (4) The Joint Venture Capital Company may exercise its right of preference within 15 calendar days from the date of receipt of the notification of the intended sale made by the founding trading company to which the State or an authority of local public administration is the majority shareholder. ... (5) In case of non-exercise of the right of preference the founding commercial company to which the state or a local public administration authority is a majority shareholder will be able to sell the goods provided in par. (3), in accordance with the legal provisions in force. ... + Article 51 The expenses of the public institutions involved include a) the own expenses of organization and operation, which, in the case of public institutions involved, other than the Authority for Privatization and Administration of State Participations and the Office of State Participation and Privatization in Industry, are limited only to those made for the purpose of privatisation; ... b) expenses related to the payment of fees for consultants, privatization agents or law firms and those for the preparation and realization of privatization of companies. At the proposal of the public institution involved, by Government decision, these expenses can be borne by the commercial company subject to privatization; ... c) expenses for evaluation reports in the privatization and postprivatization process for expertise, cautions, litigation assessments, bailiffs, documentation for obtaining the environmental opinion, as well as other such expenditure; ... d) the costs involved in the voluntary dissolution and liquidation of companies; ... e) the amounts with which the public institutions involved participate in the increase of the share capital of some companies in the cases provided by law ... f) the amounts actually paid to the purchasers, representing damages incurred by the public institution involved as a result of the guarantees granted by it in the contracts of sale-purchase of shares, and/or the expenses incurred extinguishing the claims made by the buyer, as well as the compensation due according to art. 27 27-29 of this Law; ... g) expenses for the co-financing of PHARE projects, including those ongoing by the public institutions involved, on the date of entry into force of this Law. ... + Article 52 The headquarters of the Authority for Privatization and Administration of State Participation is in Bucharest, str. Aviator captain Alexandru Serbanescu no. 50, Sector 1. + Article 53 (1) Within 30 days from the date of entry into force of this law the Authority for Privatization and Administration of State Participation, the Ministry of Public Finance, the Ministry of Labour and Social Solidarity and the Ministry of Industry and Resources will develop and submit for approval to the Government the methodological norms for its application. ... (2) The violation of the provisions of this law constitutes contraventions, if not committed under such conditions as to be considered, according to the criminal law, crimes. ... (3) In the methodological norms for the application of this law will be provided provisions regarding the sanctioning regime of acts whose violation constitutes contravention, the amount of fines applicable, as well as the authorities empowered to apply those measures. ... + Article 54 The provisions of this Law shall be supplemented by Government Emergency Ordinance no. 88/1997 , approved by Law no. 44/1998 , with subsequent amendments and completions. + Article 55 The provisions of this law apply to all public institutions involved in the privatization of companies to which the state is a shareholder + Article 56 The date of entry into force of this Law shall be repealed: para. 14 14 of art. 82 of Government Ordinance no. 11/1996 on the execution of budgetary claims, published in the Official Gazette of Romania, Part I, no. 23 of 31 January 1996, approved with amendments and additions by Law no. 108/1996 , with subsequent amendments and completions; lit. a), c), k) and l) of art. 3 3, lit. b) a par. ((2) of art. 4 ^ 1, art. 4 ^ 2, art. 6 6, art. 7, para. ((2) and (3) of art. 9, para. ((4) of art. 13, para. ((1), (3)-(6), (8) and (9) of art. 14 14, art. 15 ^ 2, art. 19, para. ((2)-(5) of art. 31, section I a head. V ^ 2, para. ((2)-(4) of art. 32 ^ 2, art. 32 ^ 3, art. 32 ^ 4, para. ((1)-(3) of art. 32 ^ 9, art. 32 ^ 10, art. 32 ^ 11, art. 32 ^ 12, para. ((1) and (3) of art. 32 ^ 13, art. 32 ^ 14, para. ((2) of art. 32 ^ 15, art. 32 ^ 17, para. ((2) of art. 32 ^ 18, para. ((1) and (3) of art. 32 ^ 19, para. ((1) and (4) of art. 32 ^ 21, art. 32 ^ 28, art. 32 ^ 31, para. ((1) and (2) of art. 34 ^ 2, art. 34 ^ 3, para. ((1)-(3) of art. 34 34 ^ 4 and art. 41 of Government Emergency Ordinance no. 88/1997 on the privatization of companies, published in the Official Gazette of Romania, Part I, no. 381 381 of 29 December 1997, approved by Law no. 44/1998 , with subsequent amendments and completions, as well as any other provisions to the contrary. ------------- Article 56 has been amended by section 6.6. 22 22 of art. I of ORDINANCE no. 36 36 of 29 January 2004 , published in MONITORUL OFFICIAL no. 90 90 of 31 January 2004. This law was adopted pursuant to the provisions of art. 113 of the Romanian Constitution, following the employment, at the joint meeting of March 20, 2002, of the Government's responsibility before the Chamber of Deputies and the Senate. p. CHAMBER OF DEPUTIES PRESIDENT, VIOREL HREBENCIUC SENATE PRESIDENT NICOLAE VACAROIU --------------
